Westhaven Completes Brokered Private Placement FOR Gross Proceeds of C$6.0 Million, Including C$1.5 Million Strategic Investment from Rob Mcewen
TSX-V:WHN
WESTHAVEN COMPLETES BROKERED PRIVATE PLACEMENT FOR GROSS
PROCEEDS OF C$6.0 MILLION, INCLUDING C$1.5 MILLION STRATEGIC
INVESTMENT FROM ROB MCEWEN
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES.
Vancouver, B.C. – October 17th, 2024 – Westhaven Gold Corp. (TSX-V:WHN) (“Westhaven” or
the “Company”) is pleased to announce the closing of its previously announced brokered private
placement (the "Offering") for aggregate gross proceeds of C$6,000,004.50, which includes the
full exercise of the agent’s option for proceeds of C$1,000,002.50. Under the Offering, the
Company sold the following:
• 10,000,000 units of the Company (each, a “ Unit”) at a price of C$0. 15 per Unit for gross
proceeds of C$1,500,000 from the sale of Units;
• 5,714,300 common shares of the Company that quali fy as “flow-through shares” within
the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “Traditional FT
Share”) at a price of C$0. 175 per Traditional FT Share for gross proceeds of
C$1,000,002.50 from the sale of Traditional FT Shares; and
• 15,909,100 flow-through units of the Company (each, a “Charity FT Unit”, and collectively
with the Units and Traditional FT Shares, the “ Offered Securities”) at a price of C$0.22
per Charity FT Unit for gross proceeds of C$3,500,002 from the sale of Charity FT Units.
In connection with the Offering, Rob McEwen made a strategic investment of C$ 1.5 million .
Following the completion of the Offering, Mr. McEwen owns approximately 5.3% of the issued
and outstanding common shares of the Company. Mr. McEwen is the founder and former
Chairman of Goldcorp, is currently the Executive Chairman and largest shareholder of McEwen
Mining Inc. and is a member of the Mining Hall of Fame.
Each Unit consists of one common share of the Company (each, a “ Unit Share”) and one half of
one common share purchase warrant (each whole warrant, a “ Warrant”). Each Charity FT Unit
consists of one common share of the Company that quality as a “flow -through share” within the
meaning of subsection 66(15) of the Income Tax Act (Canada) (a “Charity FT Unit Share”) and one half
of one Warrant, which will also qualify as a “flow-through share” for the purposes of the Income
Tax Act (Canada). Each Warrant entitles the holder to purchase one common share of the
Company (each, a “ Warrant Share”) at a price of C$0.22 per Warrant Share at any time on or
before October 17, 2026.
Red Cloud Securities Inc. (the “ Agent”) acted as sole agent and bookrunner in connection with
the Offering. In consideration for their services, the Agent received a cash commission of
C$346,867.77 and 1,815,564 broker warrants (the “ Broker Warrants”), with each such Broker
Warrant exercisable for one c ommon share of the Company (a “ Broker Share ”) at a price of
C$0.15 per Broker Share at any time on or before October 17, 2026.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 – Prospectus Exemptions (“ NI 45-106”), the Units and Charity FT Units (the
“LIFE Securities”), representing gross proceeds of C$5,000,002.00, were sold to purchasers in the
provinces of Alberta, British Columbia, Manitoba, Ontario, and Saskatchewan (the “ Canadian
Selling Jurisdictions”), the United States and certain offshore jurisdictions pursuant to the listed
issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”).
The Unit Shares, Charity FT Unit Shares and Warrants that were issued, and the Warrant Shares
that may be issued upon due exercise of the Warrants, pursuant to the sale of the LIFE Securities
will be immediately freely tradeable under applicable Canadian securities legislation if sold to
purchasers resident in Canada. The Traditional FT Shares sold pursuant to the Offering were
offered by way of the “accredited investor” exemption under NI 45 -106 in the Canadian Selling
Jurisdictions and Quebec. The Traditional FT Shares are subject to a hold period under Canadian
securities laws ending on February 18, 2025.
The Company intends to use the net proceeds from the sale of Units for working capital and
general corporate purposes. The gross proceeds from the sale and issuance of the Traditional FT
Shares and the Charity FT Units will be used to incur “Canadian exploration expenses ” on the
Company’s mineral projects in British Columbia and will qualify as “flow -through mining
expenditures”, as both terms are defined in the Income Tax Act (Canada) (collectively,
“Qualifying Expenditures ”), which will be incurred on or before December 31, 2025 and
renounced to the subscribers of the Offering with an effective date no later than December 31,
2024 in an aggregate amount not less than the gross proceeds raised from the sale of the
Traditional FT Shares and Charity FT Units. In addition, with respect to British Columbia resident
subscribers or those who are eligible individuals under the Income Tax Act (British Columbia), the
Qualifying Expenditures will be eligible for the 20% BC mining flow-through share tax credit.
The securities offered have not been, nor will they be, registered under the U.S. Securities Act of
1933, as amended, or any state securities law, and may not be offered, sold or delivered, directly
or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent
registration or an exemption from such registration requirem ents. This news release does not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
securities in any state in the United States in which such offer, solicitation or sale would be
unlawful.
On behalf of the Board of Directors
WESTHAVEN GOLD CORP.
“Gareth Thomas”
Gareth Thomas, President, CEO & Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
About Westhaven Gold Corp.
Westhaven is a gold- focused exploration company advancing the high- grade discovery on the
Shovelnose project in Canada’s newest gold district, the Spences Bridge Gold Belt. Westhaven
controls ~60,950 hectares (609.5 square kilometres) with four gold properties spread along this
underexplored belt. The Shovelnose property is situated off a major highway, near power, rail,
large producing mines, and within commuting distance from the city of Merritt, which translates
into low- cost exploration. Westhaven trades on the TSX Venture Exchange under the ticker
symbol WHN. For further information, please call 604 -681-5558 or visit Westhaven’s website at
www.westhavengold.com
Forward Looking Statements:
This press release contains "forward -looking information" within the meaning of applicable
Canadian and United States securities laws, which is based upon the Company's current internal
expectations, estimates, projections, assumptions and beliefs. The forward- looking information
included in this press release are made only as of the date of this press release. Such forward-
looking statements and forward-looking information include, but are not limited to, statem ents
concerning the Company's expectations with respect to the Offering, including the use of
proceeds of the Offering. Forward- looking statements or forward- looking information relate to
future events and future performance and include statements regarding the expectations and
beliefs of management based on information currently available to the Company. Such forward-
looking statements and forward-looking information often, but not always, can be identified by
the use of words such as "plans", "expects", "potential", "is expected", "anticipated", "is
targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes"
or the negatives thereof or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved.
Forward-looking information involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company to be
materially different from any future results, performance or achievements expressed or implied
by the forward- looking statements. Such risks and other factors include, among others, and
without limitation: the Company will not be able to raise sufficient funds to complete its planned
exploration program; that the Company will not derive the expected benefits from its current
program; the Company may not use the proceeds of the Offering as currently contemplated; the
Company may fail to find a commercially viable deposit at any of its mineral properties; the
Company’s plans may be ad versely affected by the Company’s reliance on historical data
compiled by previous parties involved with its mineral properties; mineral exploration and
development are inherently risky industries; the mineral exploration industry is intensely
competitive; additional financing may not be available to the Company when required or, if
available, the terms of such financing may not be favourable to the Company; fluctuations in the
demand for gold or gold prices generally; the Company may not be able to identify, negotiate or
finance any future acquisitions successfully, or to integrate such acquisitions with its current
business; the Company’s exploration activities are dependent upon the grant of appropriate
licenses, concessions, leases, permits and regulator y consents, which may be withdrawn or not
granted; the Company’s operations could be adversely affected by possible future government
legislation, policies and controls or by changes in applicable laws and regulations; there is no
guarantee that title to t he properties in which the Company has a material interest will not be
challenged or impugned; the Company faces various risks associated with mining exploration that
are not insurable or may be the subject of insurance which is not commercially feasible for the
Company; the volatility of global capital markets over the past several years has generally made
the raising of capital more difficult; inflationary cost pressures may escalate the Company’s
operating costs; compliance with environmental regulations can be costly; social and
environmental activism can negatively impact exploration, development and mining activities;
the success of the Company is largely dependent on the performance of its directors and officers;
the Company’s operations may be adversely affected by First Nations land claims; the Company
and/or its directors and officers may be subject to a variety of legal proceedings, the results of
which may have a material adverse effect on the Company’s business; the Company may be
adversely affected if potential conflicts of interests involving its directors and officers are not
resolved in favour of the Company; the Company’s future profitability may depend upon the
world market prices of gold; dilution from future equity financing could negatively impact holders
of the Company’s securities; failure to adequately meet infrastructure requirements could have
a material adverse effect on the Company’s business; the Company’s projects now or in the
future may be adversely affected by risks outside the control of the Company; the Company is
subject to various risks associated with climate change, the Company is subject to general global
risks arising from epidemic diseases, the ongoing conflicts in Ukraine and the Middle East, rising
inflation and interest rates and the impact they will have on the Company’s operations, supply
chains, ability to access mining projects or procure equipment, supplies, contractors and other
personnel on a timely basis or at all is uncertain; as well as ot her risk factors in the Company’s
other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk
factors should not be construed as exhaustive. Although the Company believes that the
expectations reflected in the forward- looking information are reasonable, there can be no
assurance that such expectations will prove to be correct. The Company cannot guarantee future
results, performance, or achievements. Consequently, there is no representation that the actual
results achieved will be the same, in whole or in part, as those set out in the forward- looking
information. The Company undertakes no duty to update any of the forward-looking information
to conform such information to actual results or to changes in the Company’s expe ctations,
except as otherwise required by applicable securities legislation. Readers are cautioned not to
place undue reliance on forward-looking information.